ICN PHARMACEUTICALS INC
EXHIBIT 10.37
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>8
<FILENAME>a69091ex10-37.txt
<DESCRIPTION>EXHIBIT 10.37
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.37
                              EMPLOYMENT AGREEMENT


               THIS AGREEMENT entered into as of the 14th day of July, 2000, by
and between ICN Pharmaceuticals, Inc. (the "Company") and James McCoy, 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 - Human Resources 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 14, 2001;
provided, however, that the term of this Agreement shall be automatically
extended for one (1) year on July 14, 2001, and on each July 14 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 - Human Resources 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
$250,000 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 as other similarly situated

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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

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                      Change in Control (or as in effect following the Change
                      in Control, if greater).

                             (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

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               combined voting power of the Company's then outstanding voting
               securities; or

                      (2) The individuals who, as of the date hereof, 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.

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               (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:

                      (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.

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               (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:

                      (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

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               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 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

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               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 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


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<PAGE>   12

        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.

        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.

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        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.

        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:
                                       ----------------------------------
                                               James McCoy

                                       13

</TEXT>
</DOCUMENT>
