ICN PHARMACEUTICALS INC
EXHIBIT 10.40
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>3
<FILENAME>a80143ex10-40.txt
<DESCRIPTION>EXHIBIT 10.40
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.40




                              EMPLOYMENT AGREEMENT


                  THIS AGREEMENT entered into as of the 1st day of July, 2001,
by and between ICN Pharmaceuticals, Inc. (the "Company") and Gregory Keever, an
individual (the "Executive") (hereinafter collectively referred to as "the
parties").

                  WHEREAS, the Executive has heretofore been employed by the
Company as its Executive Vice President, General Counsel and Corporate Secretary
of the Company 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 interest 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, in consideration of the respective agreements
of the parties contained herein, it is agreed as follows:

         1. Term. The initial term of employment under this Agreement shall be
for the period commencing on the date hereof, and ending July 1, 2002; provided,
however, that the term of this Agreement shall be automatically extended for one
(1) year on July 1, 2002, and on each July 1 thereafter unless either the
Company or the Executive shall have given written notice to the other at least
ninety (90) days prior thereto that the term of this Agreement shall not be so
extended; and provided, further, that notwithstanding any such notice by the
Company not to extend, the term of this Agreement shall not expire prior to the
expiration of the third anniversary of a Change in Control (as hereinafter
defined). Notwithstanding the foregoing, in no event shall the term of this
Agreement extend beyond the first day of the month following the month in which
the Executive attains age 65.


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         2. Employment.

                           (a) The Executive shall be employed as the Executive
                  Vice President, General Counsel and Corporate Secretary of the
                  Company or such other senior executive capacity as may be
                  mutually agreed to in writing by the parties. The Executive
                  shall perform the duties, undertake the responsibilities and
                  exercise the authority customarily performed, undertaken and
                  exercised by persons situated in a similar executive capacity.
                  He shall also promote, by entertainment or otherwise, the
                  business of the Company.

                           (b) Excluding periods of vacation and sick leave to
                  which the Executive is entitled, the Executive agrees to
                  devote reasonable attention and time during usual business
                  hours to the business and affairs of the Company to the extent
                  necessary to discharge the responsibilities assigned to the
                  Executive hereunder. The Executive may (i) serve on corporate,
                  civil or charitable boards of committees, (ii) manage personal
                  investments and (iii) deliver lectures and teach at education
                  institutions, so long as such activities do not significantly
                  interfere with the performance of the Executive's
                  responsibilities hereunder.

         3. Base Salary. The Company agrees to pay or cause to be paid to the
Executive during the term of this Agreement a base salary at the rate of
$350,000 per annum or such larger amount as the Board may from time to time
determine (hereinafter referred to as the "Base Salary"). Such Base Salary shall
be payable in accordance with the Company's customary practices applicable to
its executives. Such rate of salary, or increased rate of salary, if any, as the
case may be, shall be reviewed at least annually by the respective Board and may
be further increased (but not decreased) in such amounts as the respective Board
in its discretion may decide.

         4. Employee Benefits. The Executive shall be entitled to participate in
all employee benefit plans, practices and programs maintained by the Company and
made available to employees generally including, without limitation all pension,
retirement, profit sharing, savings, medical, hospitalization, disability,
dental, life or travel accident insurance benefit plans. The Executive's
participation in such plans, practices and programs shall be on the same basis
and terms as are applicable to employees of the Company generally.

         5. Executive Benefits. The Executive shall be entitled to participate
in all executive benefit or incentive compensation plans now maintained or
hereafter established by the Company for the purpose of providing compensation
and/or benefits to executives of the Company including, but not limited to, the
Company's 401(k) and Deferred Compensation Plans and any supplement retirement,
salary continuation, stock option, deferred compensation, supplemental medical
or life insurance or other bonus or incentive compensation plans. Unless
otherwise provided herein, the Executive's participation in such plans shall be
on the same basis and terms

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         as other similarly situated executives of the Company, but in no event
         on a basis less favorable in terms of benefit levels or reward
         opportunities applicable to the Executive as in effect on the date
         hereof. No additional compensation provided under any of such plans
         shall be deemed to modify or otherwise affect the terms of this
         Agreement or any of the Executive's entitlements hereunder.

         6. Other Benefits.

                           (a) Fringe Benefits and Perquisites. The Executive
                  shall be entitled to all fringe benefits and perquisites (e.g.
                  Company cars, club dues, physical examinations, financial
                  planning and tax preparation services) generally made
                  available by the Company to its executives.

                           (b) Expenses. The Executive shall be entitled to
                  receive prompt reimbursement of all expenses reasonably
                  incurred by him in connection with the performance of his
                  duties hereunder or for promoting, pursuing or otherwise
                  furthering the business or interests of the Company.

                           (c) Office and Facilities. The Executive shall be
                  provided with an appropriate office in Costa Mesa, California,
                  or such other place as may be mutually agreed and with such
                  secretarial and other support facilities as are commensurate
                  with the Executive's status with the Company and adequate for
                  the performance of his duties hereunder.

         7. Vacation and Sick Leave. At such reasonable times as the Board shall
in its discretion permit, the Executive shall be entitled, without loss of pay,
to absent himself voluntarily from the performance of his employment under this
Agreement, provided that:

                           (a) The Executive shall be entitled to annual
                  vacation in accordance with the policies as periodically
                  established by the Board for similarly situated executives of
                  the Company, which shall in no event be less than four weeks
                  per year.

                           (b) In addition to the aforesaid paid vacations, the
                  Executive shall be entitled, without loss of pay, to absent
                  himself voluntarily from the performance of his employment for
                  such additional periods of time and for such valid and
                  legitimate reasons as the Board in its discretion may
                  determine. Further, the Board shall be entitled to grant to
                  the Executive a leave or leaves of absence with or without pay
                  at such time or times and upon such terms and conditions as
                  the Board in its discretion may determine.

                           (c) The Executive shall be entitled to sick leave
                  (without loss of pay) in accordance with the Company's
                  policies as in effect from time to time.


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         8. Termination. The executive's employment hereunder may be terminated
under the following circumstances.

                           (a) Disability. The Company may terminate the
                  Executive's employment after having established the
                  Executive's Disability. For purposes of this Agreement,
                  "Disability" means a physical or mental infirmity which
                  impairs the Executive's ability to substantially perform his
                  duties under this Agreement which continues for a period of at
                  least one hundred eighty (180) consecutive days. The Executive
                  shall be entitled to the compensation and benefits provided
                  for under this Agreement for any period during the term of
                  this Agreement and prior to the establishment of the
                  Executive's Disability during which the Executive is unable to
                  work due to a physical or mental infirmity. Notwithstanding
                  anything contained in this Agreement to the contrary, until
                  the Termination Date specified in a Notice of Termination (as
                  each term is hereinafter defined) relating to the Executive's
                  Disability, the Executive shall be entitled to return to his
                  position with the Company or the Subsidiary as set forth in
                  this Agreement in which event no Disability of the Executive
                  will be deemed to have occurred.

                           (b) Cause. The Company or the Subsidiary may
                  terminate the Executive's employment for "Cause". A
                  termination for Cause is a termination evidenced by a
                  resolution adopted in good faith by two-thirds (2/3) of the
                  Board that the Executive (i) willfully and continually failed
                  to substantially perform his duties with the Company (other
                  than a failure resulting from the Executive's incapacity due
                  to physical or mental illness) which failure continued for a
                  period of at least thirty (30) days after a written notice of
                  demand for substantial performance has been delivered to the
                  Executive specifying the manner in which the Executive has
                  failed to substantially perform, or (ii) willfully engaged in
                  conduct which is demonstrably and materially injurious to the
                  Company, monetarily or otherwise; provided, however that no
                  termination of the Executive's employment shall be for Cause
                  as set forth in clause (ii) above until (x) there shall have
                  been delivered to the Executive a copy of a written notice
                  setting forth that the Executive was guilty of the conduct set
                  forth in clause (ii) and specifying the particulars thereof in
                  detail, and (y) the Executive shall have been provided an
                  opportunity to be heard by the Board (with the assistance of
                  the Executive's counsel if the Executive so desires). No act,
                  nor failure to act, on the Executive's part, shall be
                  considered "willful" unless he has acted or failed to act,
                  with an absence of good faith and without a reasonable belief
                  that his action or failure to act was in the best interest of
                  the Company. Notwithstanding anything contained in this
                  Agreement to the contrary, no failure to perform by the
                  Executive after Notice of Termination is given by the
                  Executive shall constitute cause for purposes of this
                  Agreement.


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                           (c) (1) Good Reason. The Executive may terminate his
                  employment for "Good Reason". For purposes of this Agreement,
                  Good Reason shall mean the occurrence after a Change in
                  Control (as hereinafter defined in this Section 8(e)) of any
                  of the Events or conditions described in Subsections (i)
                  through (viii) hereof:

                                    (i) a change in the Executive's status,
                           title, position or responsibilities (including
                           reporting responsibilities) which, in the Executive's
                           reasonable judgment, does not represent a promotion
                           from his status, title, position or responsibilities
                           as in effect immediately prior thereto; the
                           assignment to the Executive of any duties or
                           responsibilities which, in the Executive's reasonable
                           judgment, are inconsistent with such status, title,
                           position or responsibilities; or any removal of the
                           Executive from or failure to reappoint or reelect him
                           to any of such positions, except in connection with
                           the termination of his employment for Disability,
                           Cause, as a result of his death or by the Executive
                           other than for Good Reason;

                                    (ii) a reduction in the Executive's Base
                           Salary or a failure by the Company or the Subsidiary
                           to increase the Executive's Base Salary within any
                           twelve (12) month period by the average percentage
                           increase during such period of the base salaries of,
                           similarly situated executives.

                                    (iii) the Company's or the Subsidiary
                           requiring the Executive to be based at any place
                           outside a 30-mile radius from Costa Mesa, California,
                           except for reasonably required travel on the
                           Company's business which is not materially greater
                           than such travel requirements prior to the Change in
                           Control;

                                    (iv) the failure by the Company to (A)
                           continue in effect any material compensation or
                           benefit plan in which the Executive was participating
                           at the time of the Change in Control, including, but
                           not limited to, the Company's Deferred Compensation
                           Plan, 401(k) Plan, or (B) provide the Executive with
                           compensation and benefits at least equal (in terms of
                           benefit levels and/or reward opportunities) to those
                           provided for under each employee benefit plan,
                           program and practice as in effect immediately prior
                           to the Change in Control (or as in effect following
                           the Change in Control, if greater).


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<PAGE>
                                    (v) the insolvency or the filing (by any
                           party, including the Company) of a petition for
                           bankruptcy of the Company;

                                    (vi) any material breach by the Company of
                           any provision of this Agreement;

                                    (vii) any purported termination of the
                           Executive's employment for Cause by the Company which
                           does not comply with the terms of Section 8 of this
                           Agreement; and

                                    (viii) the failure of the Company to obtain
                           an agreement, satisfactory to the Executive, from any
                           successor or assign of the Company to assume and
                           agree to perform this Agreement, as contemplated in
                           Section 11 hereof.

                           (2) Any event or condition described in this Section
                  8(c)(i) through (viii) which occurs prior to a Change in
                  Control but which (i) was at the request of a third party who
                  has taken steps reasonably calculated to effect a Change in
                  Control, or (ii) otherwise arose in connection with a Change
                  in Control, shall constitute Good Reason for purposes of this
                  Agreement notwithstanding that it occurred prior to a Change
                  in Control.

                           (3) The Executive's right to terminate his employment
                  pursuant to this Section 8(c) shall not be affected by his
                  incapacity due to physical or mental illness.

                  (d) Voluntary Termination. The Executive may voluntarily
         terminate his employment hereunder at any time. If the Executive
         voluntarily terminates his employment for any reason or without reason
         during the 60-day period which commences on the date which is six (6)
         months following the date of a Change in Control, it shall be referred
         to as a "Limited Period Termination."

                  (e) For purposes of this Agreement, a "Change in Control"
         shall mean any of the following events:

                           (1) The acquisition (other than from the Company or
                  the Subsidiary) by any person (as such term is defined in
                  Section 13(c) or 14(d) of the Securities Exchange Act of 1934,
                  as amended (the "1934 Act")) of beneficial ownership (within
                  the meaning of Rule 13d-3 promulgated under the 1934 Act) of
                  twenty percent (20%) or more of the combined voting power of
                  the Company's then outstanding voting securities; or


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                           (2) The individuals who, as of May 1, 2001, are
                  members of the Board of the Company (the "Incumbent Board"),
                  cease for any reason to constitute at least two-thirds (2/3)
                  of the Board, unless the election, or nomination for election
                  by the Company's stockholders, of any new director was
                  approved by a vote of at least two-thirds (2/3) of the
                  Incumbent Board, and such new director shall, for purposes of
                  this Agreement, be considered as a member of the Incumbent
                  Board; or

                           (3) Approval by stockholders of the Company of (i) a
                  merger or consolidation involving the Company if the
                  stockholders of the Company, immediately before such merger or
                  consolidation, do not, as a result of such merger or
                  consolidation, own, directly or indirectly, more than eighty
                  percent (80%) of the combined voting power of the then
                  outstanding voting securities of the corporation resulting
                  from such merger or consolidation in substantially the same
                  proportion as their ownership of the combined voting power of
                  the voting securities of the Company outstanding immediately
                  before such merger or consolidation or (ii) a complete
                  liquidation or dissolution of the Company or an agreement for
                  the sale or other disposition of all or substantially all of
                  the assets of the Company.

                  Notwithstanding the foregoing, a Change in Control shall not
                  be deemed to occur pursuant to Section 8(e)(1), solely because
                  twenty percent (20%) or more of the combined voting power of
                  the Company's then outstanding securities is acquired by (i) a
                  trustee or other fiduciary holding securities under one or
                  more employee benefit plans maintained by the Company or any
                  of its subsidiaries or (ii) any corporation which, immediately
                  prior to such acquisition, is owned directly or indirectly by
                  the stockholders of the Company in the same proportion as
                  their ownership of stock in the Company immediately prior to
                  such acquisition.

                  (f) Notice of Termination. Any purported termination by the
         Company or by the Executive shall be communicated by written Notice of
         Termination to the other. For purposes of this Agreement, a "Notice of
         Termination" shall mean a notice which indicates the specific
         termination provision in this Agreement relied upon and shall set forth
         in reasonable detail the facts and circumstances claimed to provide a
         basis for termination of the Executive's employment under the provision
         so indicated. For purposes of this Agreement, no such purported
         termination of employment shall be effective without such Notice of
         Termination.

                  (g) Termination Date, Etc. "Termination Date" shall mean in
         the case of the Executive's death, his date of death, or in all other
         cases, the date specified in the Notice of Termination subject to the
         following:


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                           (1) If the Executive's employment is terminated by
                  the Company for Cause or due to Disability, the date specified
                  in the Notice of Termination shall be at least thirty (30)
                  days from the date the Notice of Termination is given to the
                  Executive, provided that in the case of Disability the
                  Executive shall not have returned to the full-time performance
                  of his duties during such period of at least thirty (30) days;
                  and

                           (2) If the Executive's employment is terminated for
                  Good Reason or is a Limited Period Termination, the date
                  specified in the Notice of Termination shall not be more than
                  sixty (60) days from the date the Notice of Termination is
                  given to the Company.

         9. Compensation Upon Termination. Upon termination of the Executive's
employment during the term of this Agreement (including any extensions thereof),
the Executive shall be entitled to the following benefits:

                  (a) If the Executive's employment is terminated by the Company
         for Cause or Disability or by the Executive (other than for Good Reason
         or a Limited Period Termination), or by reason of the Executive's
         death, the Company shall pay the Executive all amounts earned or
         accrued hereunder through the Termination Date but not paid as of the
         Termination Date, including (i) Base Salary, (ii) reimbursement for any
         and all monies advanced or expenses incurred in connection with the
         Executive's employment for reasonable and necessary expenses incurred
         by the Executive on behalf of the Company for the period ending on the
         Termination Date, (iii) vacation pay, (iv) any bonuses or incentive
         compensation and (v) any previous compensation which the Executive has
         previously deferred (including any interest earned or credited thereon)
         (collectively, "Accrued Compensation"). In addition to the foregoing,
         if the Executive's employment is terminated by the Company for
         Disability or by reason of the Executive's death, the Company shall pay
         to the Executive or his beneficiaries an amount equal to the bonus or
         incentive award that the Executive would have been entitled to receive
         in respect of the fiscal year in which the Executive's Termination Date
         occurs had he continued in employment until the end of such fiscal
         year, calculated as if all performance targets and goals (if
         applicable) had been fully met by the Company and by the Executive, as
         applicable, for such year, multiplied by a fraction the numerator of
         which is the number of days in such fiscal year through the Termination
         Date and the denominator of which is 365 (a "Pro Rata Bonus").
         Executive's entitlement to any other compensation or benefits shall be
         determined in accordance with the Company's employee benefit plans and
         other applicable programs and practices then in effect.

                  (b) If the Executive's employment by the Company shall be
         terminated (1) by the Company other than for Cause, death or
         Disability, (2) by the Executive for Good Reason, or (3) by the
         Executive as a Limited Period Termination, then the Executive shall be
         entitled to the benefits provided below:


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                           (i) the Company shall pay the Executive all Accrued
                  Compensation and a Pro Rata Bonus;

                           (ii) The Company shall pay he Executive as severance
                  pay and in lieu of any further salary for periods subsequent
                  to the Termination Date, in a single payment an amount in cash
                  equal to three (3) times the sum of (A) the Executive's Base
                  Salary at the highest rate in effect at any time within the
                  ninety (90) day period ending on the date the Notice of
                  Termination is given (or if the Executive's employment is
                  terminated after a Change in Control, the Executive's Base
                  Salary immediately prior to the Change in Control, if greater)
                  and (B) the "Bonus Amount" (as defined below). Notwithstanding
                  the foregoing, the amount to be paid under this Subsection
                  (ii) shall be multiplied by a fraction (which in no event
                  shall be greater than one (1) the denominator of which shall
                  be the number of months (for this purpose any partial month
                  shall be considered as a whole month) remaining until the
                  Executive's 65th birthday and the denominator of which shall
                  be thirty-six (36). The term "Bonus Amount" shall mean (x) the
                  greatest amount of any cash bonus or incentive compensation
                  received by the Executive during the three fiscal years
                  immediately preceding the Termination Date or (y) if no such
                  bonus was received by the Executive during any of such three
                  years, then an amount equal to the Executive's maximum bonus
                  which could be awarded for the fiscal year in which the
                  Termination Date occurs had he continued in employment until
                  the end of such fiscal year, assuming all performance targets
                  and goals (if applicable) had been fully met by the Company
                  and by the Executive, as applicable, for such year;

                           (iii) for a number of months equal to the lesser of
                  (A) thirty-six (36) or (B) the number of months remaining
                  until the Executive's 65th birthday, the Company shall at its
                  expense continue on behalf of the Executive and his dependents
                  and beneficiaries the life insurance, disability, medical,
                  dental and hospitalization benefits which were being provided
                  to the Executive at the time Notice of Termination is given
                  (or, if the Executive is terminated following a Change in
                  Control, the benefits provided to the Executive at the time of
                  the Change in Control, if greater). the benefits provided in
                  this Section 9(b)(iii) shall be no less favorable to the
                  Executive, in terms of amounts and deductibles and costs to
                  him, than the coverage provided the Executive under the plans
                  providing such benefits at the time

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<PAGE>
                  Notice of Termination is given (or, if the Executive is
                  terminated following a Change in Control, at the time of the
                  Change in Control if more favorable to the Executive). The
                  Company's obligation hereunder with respect to the foregoing
                  benefits shall be limited to the extent that the Executive
                  obtains any such benefits pursuant to a subsequent employer's
                  benefit plans, in which case the Company may reduce the
                  coverage of any benefits it is required to provide the
                  Executive hereunder as long as the aggregate coverage of the
                  combined benefit plans is no less favorable to the Executive,
                  in terms of amounts and deductibles and costs to him, than the
                  coverage required to be provided hereunder. This Subsection
                  (iii) shall not be interpreted so as to limit any benefits to
                  which the Executive or his dependents may be entitled under
                  any of the Company's employee benefit plans, programs or
                  practices following the Executive's termination of employment,
                  including without limitation, retiree medical and life
                  insurance benefits;

                           (iv) the Company shall pay in a single payment an
                  amount in cash equal to the excess of (A) the actuarial
                  equivalent of the aggregate retirement benefit the Executive
                  would have been entitled to receive under the Company's
                  supplemental and excess retirement plans had (x) the Executive
                  remained employed by the Company for an additional three (3)
                  complete years of credited service (or until his 65th
                  birthday, (if earlier)), (y) his annual compensation during
                  such period been equal to his Base Salary (at the rate used
                  for purposes of Section 9(b)(ii)) and the Bonus Amount, and
                  (z) he been fully (100%) vested in his benefit under each such
                  retirement plan, over (B) the actuarial equivalent of the
                  aggregate retirement benefit the Executive is actually
                  entitled to receive under such retirement plans. For purposes
                  of this Subsection (iv), "actuarial equivalent" shall be
                  determined in accordance with the actuarial assumptions used
                  for the calculation of benefits under any Retirement Plan as
                  applied prior to the Termination Date in accordance with such
                  plan's past practices (but shall in any event take into
                  account; the value of any subsidized early retirement
                  benefit); and

                           (v) all restrictions on any outstanding awards
                  granted by the Company or any other subsidiaries of the
                  Company (including restricted stock awards) granted to the
                  Executive shall lapse and such awards shall become fully
                  (100%) vested immediately, and all stock options and stock
                  appreciation rights

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<PAGE>
                  granted to the Executive shall become fully (100%) vested and
                  shall become immediately exercisable.

                  (c) The amounts provided for in Sections 9(a) and 9(b)(i),
         (ii) and (iv) shall be paid within five (5) days after the Executive's
         Termination Date.

                  (d) The Executive shall not be required to mitigate the amount
         of any payment provided for in this Agreement by seeking other
         employment or otherwise and no such payment shall be offset or reduced
         by the amount of any compensation or benefits provided to the Executive
         in any subsequent employment.

         10. Unauthorized Disclosure. The Executive shall not make any
Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized
Disclosure" shall mean disclosure by the Executive without the consent of the
Board to any person, other than an employee of the Company or a person to whom
disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive of the Company or as
may be legally required, of any confidential information obtained by the
Executive while in the employ of the Company (including, but not limited to, any
confidential information with respect to any of the Company's customers or
methods of distribution) the disclosure of which he knows or has reason to
believe will be materially injurious to the Company; provided, however, that
such term shall not include the use or disclosure by the Executive, without
consent, of any information known generally to the public (other than as a
result of disclosure by him in violation of this Section 10) or any information
not otherwise considered confidential by a reasonable person engaged in the same
business as that conducted by the Company.

         11. Successors and Assigns.

                  (a) This Agreement shall be binding upon and shall inure to
         the benefit of the Company, its successors and assigns and the Company
         shall require any successor or assign to expressly assume and agree to
         perform this Agreement in the same manner and to the same extent that
         the Company would be required to perform it if no such succession or
         assignment had taken place. The term "the Company" as used herein shall
         include such successors and assigns. The term "successors and assigns"
         as used herein shall mean a corporation or other entity acquiring all
         or substantially all the assets and business of the Company (including
         this Agreement) whether by operation of law or otherwise.

                  (b) Neither this Agreement nor any right or interest hereunder
         shall be assignable or transferable by the Executive, his beneficiaries
         or legal representatives, except by will or by the laws of descent and
         distribution. This Agreement shall inure to the benefit of and be
         enforceable by the Executive's legal personal representative.


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<PAGE>
         12. Fees and Expenses. The Company shall pay all legal fees and related
expenses (including the costs of experts, evidence and counsel) incurred by the
Executive as they become due as a result of (i) the Executive's termination of
employment (including all such fees and expenses, if any, incurred in contesting
or disputing any such termination of employment), (ii) the Executive's hearing
before the Board as contemplated in Section 8(b) of this Agreement, or (iii) the
Executive's seeking to obtain or enforce any right or benefit provided by this
Agreement or by any other plan or arrangement maintained by the Company under
which the Executive is or may be entitled to receive benefits.

         13. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company. All notices
and communications shall be deemed to have been received on the date of delivery
thereof or on the third business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.

         14. Non-exclusivity of Rights. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company or any of its
subsidiaries and for which the Executive may qualify, nor shall anything herein
limit or reduce such rights as the executive may have under any other agreements
with the Company or any of its subsidiaries. Amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any plan or
program of the Company or any of its subsidiaries shall be payable in accordance
with such plan or program, except as explicitly modified by this Agreement.

         15. Settlement of Claims. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others.

         16. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.


                                       12

<PAGE>
         17. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of California without
giving effect to the conflict of law principles thereof.

         18. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         19. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof.




                  IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.

                                        ICN Pharmaceuticals, Inc.



ATTEST:                                 By:
                                             -----------------------------------
                                                 Title:

---------------------------
Secretary

                                        The "Executive"



                                        By:
                                             -----------------------------------
                                                 Gregory Keever



                                       13


</TEXT>
</DOCUMENT>
