MRX / Marex Group plc - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

MRX / Medicis Pharmaceutical Corp / Visium Asset Management, LP - SCHEDULE 13G (AMENDMENT NO. 2) Passive Investment

SC 13G/A 1 d487115dsc13ga.htm SCHEDULE 13G (AMENDMENT NO. 2) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Medicis Pharmaceutical Corporation (Name of Issuer) COMMON STOCK, $0.001 PER SHARE (Title of Class of Securities) 584690309 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this State

MRX / Medicis Pharmaceutical Corp / VANGUARD GROUP INC Passive Investment

medicispharmaceuticalcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Medicis Pharmaceutical Corp Title of Class of Securities: COMMON STOCK CUSIP Number: 584690309 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check th

- FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-14471 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registr

- FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-14471 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registra

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 24, 2012, pursuant to the provisions of Rule 12d2-2 (a).

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

Post-Effective Amendment No. 1 to Form S-3 As filed with the Securities and Exchange Commission on December 11, 2012 Registration No. 333-181292 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its cha

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 11, 2012 Registration No. 333-135675 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its cha

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MEDICIS PHARMACEUTICAL CORPORATION

Amended and Restated Certificate of Incorporation of Medicis Pharmaceutical Corp Exhibit 3.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2012 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State or other jurisdiction of inco

SUPPLEMENTAL INDENTURE MEDICIS PHARMACEUTICAL CORPORATION 2.5% Contingent Convertible Senior Notes Due 2032 FIRST SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 11, 2012 Deutsche Bank Trust Company Americas as Trustee FIRST SUPPLEMENTAL INDENTURE

EX-4.2 5 d451242dex42.htm FIRST SUPPLEMENTAL INDENTURE, DATED AS OF DECEMBER 11, 2012 Exhibit 4.2 EXECUTION VERSION SUPPLEMENTAL INDENTURE MEDICIS PHARMACEUTICAL CORPORATION 2.5% Contingent Convertible Senior Notes Due 2032 FIRST SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 11, 2012 Deutsche Bank Trust Company Americas as Trustee FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (“Supplemen

AMENDED AND RESTATED BY-LAWS MEDICIS PHARMACEUTICAL CORPORATION ARTICLE I

Amended and Restated Bylaws of Medicis Pharmaceutical Corporation Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF MEDICIS PHARMACEUTICAL CORPORATION ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware, or may not be held at any place, but may instea

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 11, 2012 Registration No. 333-144334 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its cha

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 11, 2012 Registration No. 333-176185 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its cha

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

Post-Effective Amendment No. 1 to Form S-3 As filed with the Securities and Exchange Commission on December 11, 2012 Registration No. 333-97207 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its char

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 11, 2012 Registration No. 333-33647 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its char

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 11, 2012 Registration No. 333-159714 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its cha

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 11, 2012 Registration No. 333-101467 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its cha

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 11, 2012 Registration No. 333-126785 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its cha

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 11, 2012 Registration No. 333-11419 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its char

SUPPLEMENTAL INDENTURE MEDICIS PHARMACEUTICAL CORPORATION 1.375% Convertible Senior Notes due 2017 SECOND SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 11, 2012 Deutsche Bank Trust Company Americas as Trustee SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture, dated as of December 11, 2012 Exhibit 4.3 EXECUTION VERSION SUPPLEMENTAL INDENTURE MEDICIS PHARMACEUTICAL CORPORATION 1.375% Convertible Senior Notes due 2017 SECOND SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 11, 2012 Deutsche Bank Trust Company Americas as Trustee SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) dated as of Dec

SUPPLEMENTAL INDENTURE MEDICIS PHARMACEUTICAL CORPORATION 1.5% Contingent Convertible Senior Notes Due 2033 SECOND SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 11, 2012 Deutsche Bank Trust Company Americas as Trustee SECOND SUPPLEMENTAL INDENTURE

EX-4.1 4 d451242dex41.htm SECOND SUPPLEMENTAL INDENTURE, DATED AS OF DECEMBER 11, 2012 Exhibit 4.1 EXECUTION VERSION SUPPLEMENTAL INDENTURE MEDICIS PHARMACEUTICAL CORPORATION 1.5% Contingent Convertible Senior Notes Due 2033 SECOND SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 11, 2012 Deutsche Bank Trust Company Americas as Trustee SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (“Suppl

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission F

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 5, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Numbe

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 28, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission

- FORM 8-K

DEFA14A 1 d446007d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 28, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of In

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 20, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 20, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 15, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission

Quarterly Report - FORM 10-Q

10-Q 1 d435598d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

AMENDMENT TO STOCK PURCHASE AGREEMENT

Amendment to Stock Purchase Agreement, dated August 21, 2012 Exhibit 10.2 AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AMENDMENT to Stock Purchase Agreement, dated as of August 21, 2012 (this “Amendment”), is entered into by and between Solta Medical, Inc., a Delaware corporation (“Buyer”), and Medicis Pharmaceutical Corporation, a Delaware corporation (“Seller”), and amends that certain Stock Purch

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission F

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- SOLICITING MATERIAL

DEFA14A 1 d432041ddefa14a.htm SOLICITING MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permi

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 17, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission F

Other Events

8-K 1 d425367d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 17, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorpo

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 8, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission Fi

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 18, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission

- PRELIMINARY PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

Medicis Pharmaceutical Corporation Talking Points for CCOM Members, IR and Conversations w/ 3rd Parties Topic Response Alternative Deal Options We are under contract and cannot discuss alternative transactions. I would be happy to put you in touch wi

Communication Plan Privileged & Confidential Exhibit 99.2 9/3/2012 Who is Valeant? Privileged & Confidential 9/3/2012 Valeant Overview Focused, multinational specialty pharma company $2.4B in 2011 revenue and ~7,000 employees Headquartered in Montreal, Canada (NYSE/TSX: VRX) International footprint Specialty Pharma (U.S., Canada, Australia, New Zealand) Branded Generics – Central and Eastern Europ

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 2, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission

Medicis Pharmaceutical Corporation Talking Points for CCOM Members, IR and Conversations w/ 3rd Parties Topic Response Alternative Deal Options We are under contract and cannot discuss alternative transactions. I would be happy to put you in touch wi

Medicis Pharmaceutical Corporation communications Communication Plan Privileged & Confidential Exhibit 99.

VALEANT PHARMACEUTICALS INTERNATIONAL, INC. AGREES TO ACQUIRE MEDICIS PHARMACEUTICAL CORPORATION FOR $44.00 PER SHARE IN CASH Combination Creates a Global Leader in Dermatology Transaction Values Medicis at Approximately $2.6 Billion At Least $225 Mi

Joint Press Release Exhibit 99.1 International Headquarters Corporate Headquarters 4787 Levy Street 7720 North Dobson Road Montreal, Quebec, H4R 2P9 Scottsdale, AZ 85256 Phone: 514.744.6792 Phone: 602.808.8800 Fax: 514.744.6272 Fax: 602.808.0822 Contact Information: Media: Sard Verbinnen & Co. Medicis Pharmaceutical Corporation Renée Soto/Sarah Brown/Jared Levy Kara Stancell 212-687-8080 480-291-5

SETTLEMENT AGREEMENT

EX-10.1 3 d406255dex101.htm SETTLEMENT AGREEMENT, DATED AS OF SEPTEMBER 2, 2012 Exhibit 10.1 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Agreement”) is made as of September 2, 2012 between Deutsche Bank AG, London Branch (“Dealer”) and Medicis Pharmaceutical Corporation, a Delaware corporation (“Counterparty”). The term “Counterparty” as used herein shall include any successor by merger,

AGREEMENT AND PLAN OF MERGER MEDICIS PHARMACEUTICAL CORPORATION, VALEANT PHARMACEUTICALS INTERNATIONAL, VALEANT PHARMACEUTICALS INTERNATIONAL, INC. MERLIN MERGER SUB, INC. Dated as of September 2, 2012 TABLE OF CONTENTS Page ARTICLE I The Merger; Clo

EX-2.1 2 d406255dex21.htm AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 2, 2012 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among MEDICIS PHARMACEUTICAL CORPORATION, VALEANT PHARMACEUTICALS INTERNATIONAL, VALEANT PHARMACEUTICALS INTERNATIONAL, INC. and MERLIN MERGER SUB, INC. Dated as of September 2, 2012 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 2, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission

SETTLEMENT AGREEMENT

EX-10.1 3 d406255dex101.htm SETTLEMENT AGREEMENT, DATED AS OF SEPTEMBER 2, 2012 Exhibit 10.1 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Agreement”) is made as of September 2, 2012 between Deutsche Bank AG, London Branch (“Dealer”) and Medicis Pharmaceutical Corporation, a Delaware corporation (“Counterparty”). The term “Counterparty” as used herein shall include any successor by merger,

VALEANT PHARMACEUTICALS INTERNATIONAL, INC. AGREES TO ACQUIRE MEDICIS PHARMACEUTICAL CORPORATION FOR $44.00 PER SHARE IN CASH Combination Creates a Global Leader in Dermatology Transaction Values Medicis at Approximately $2.6 Billion At Least $225 Mi

Joint Press Release Exhibit 99.1 International Headquarters Corporate Headquarters 4787 Levy Street 7720 North Dobson Road Montreal, Quebec, H4R 2P9 Scottsdale, AZ 85256 Phone: 514.744.6792 Phone: 602.808.8800 Fax: 514.744.6272 Fax: 602.808.0822 Contact Information: Media: Sard Verbinnen & Co. Medicis Pharmaceutical Corporation Renée Soto/Sarah Brown/Jared Levy Kara Stancell 212-687-8080 480-291-5

AGREEMENT AND PLAN OF MERGER MEDICIS PHARMACEUTICAL CORPORATION, VALEANT PHARMACEUTICALS INTERNATIONAL, VALEANT PHARMACEUTICALS INTERNATIONAL, INC. MERLIN MERGER SUB, INC. Dated as of September 2, 2012 TABLE OF CONTENTS Page ARTICLE I The Merger; Clo

EX-2.1 2 d406255dex21.htm AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 2, 2012 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among MEDICIS PHARMACEUTICAL CORPORATION, VALEANT PHARMACEUTICALS INTERNATIONAL, VALEANT PHARMACEUTICALS INTERNATIONAL, INC. and MERLIN MERGER SUB, INC. Dated as of September 2, 2012 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission Fil

Quarterly Report - FORM 10-Q

FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14471 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 52-1574808 (State or other jurisdiction of (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MEDICIS REPORTS SECOND QUARTER 2012 FINANCIAL RESULTS

Exhibit 99.1 CONTACT: Kara Stancell (media) (480) 291-5454 Sean Andrews (investors) (480) 291-5854 7720 N. Dobson Road Scottsdale, AZ 85256 (602) 808-8800 www.Medicis.com MEDICIS REPORTS SECOND QUARTER 2012 FINANCIAL RESULTS SCOTTSDALE, Ariz.—August 8, 2012— Second Quarter 2012 Highlights • Revenues of approximately $197 million (vs Guidance of $185-$195 million) • Non-GAAP Cash EPS of $0.52 (vs G

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 17, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File

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Response Letter MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 June 19, 2012 Via EDGAR and Overnight Delivery Jim B.

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 4, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File

- SC TO-I/A

SC TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

- AMENDMENT NO. 4 TO SCHEDULE TO

Amendment No. 4 to Schedule TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) MEDICIS PHARMACEUTICAL CORPORATION (Name of Subject Company (Issuer)) Medicis Pharmaceutical Corporation (Name of Filing Person (Offeror)) 2.5% Contingent Convertible Senior Notes due 20

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 16, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File

MEDICIS PHARMACEUTICAL CORPORATION 1.375% CONVERTIBLE SENIOR NOTES DUE 2017 UNDERWRITING AGREEMENT May 10, 2012

Underwriting Agreement Exhibit 1.1 MEDICIS PHARMACEUTICAL CORPORATION 1.375% CONVERTIBLE SENIOR NOTES DUE 2017 UNDERWRITING AGREEMENT May 10, 2012 Deutsche Bank Securities Inc. J.P. Morgan Securities LLC c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005 as the representatives (the “Representatives”) of the several Underwriters named in Schedule II hereto Ladies a

- AMENDMENT NO. 3 TO SCHEDULE TO

Amendment No. 3 to Schedule TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) MEDICIS PHARMACEUTICAL CORPORATION (Name of Subject Company (Issuer)) Medicis Pharmaceutical Corporation (Name of Filing Person (Offeror)) 2.5% Contingent Convertible Senior Notes due 20

2 Strike Price: As provided in Annex B to this Confirmation. Premium: As provided in Annex B to this Confirmation. Premium Payment Date: The Effective Date. Exchange: The New York Stock Exchange. Related Exchanges: All Exchanges. Calculation Agent: D

EX-10.7 12 d352281dex107.htm ADDITIONAL WARRANT TRANSACTION CONFIRMATION, DATED AS OF MAY 11, 2012 Exhibit 10.7 Deutsche Bank Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 DATE: May 11, 2012 TO: Medicis Pharmaceutical Corporation 7720 Nort

JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Office 1111 Polaris Parkway, Columbus, Ohio 43271 Registered as a branch in England & Wales branch No. BR000746 Registered

Additional Note Hedge Transaction Confirmation, dated as of May 11, 2012 Exhibit 10.

JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Office 1111 Polaris Parkway, Columbus, Ohio 43271 Registered as a branch in England & Wales branch No. BR000746 Registered

Base Note Hedge Transaction Confirmation, dated as of May 10, 2012 Exhibit 10.2 JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England DATE: May 10, 2012 TO: Medicis Pharmaceutical Corporation 7720 North Dobson Road Scottsdale, Arizona 85256 ATTENTION: Richard D. Peterson FACSIMILE: (480) 291-8847 FROM: JPMorgan Chase Bank, National Association SUBJEC

2 and between Counterparty and Deutsche Bank Trust Company Americas, as trustee (the Base Indenture as so supplemented and amended, the “Indenture”). References herein to the Indenture, the Base Indenture or the Supplemental Indenture are based on th

Base Note Hedge Transaction Confirmation, dated as of May 10, 2012 Exhibit 10.1 Deutsche Bank Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 DATE: May 10, 2012 TO: Medicis Pharmaceutical Corporation 7720 North Dobson Road Scottsdale, Arizon

2 Strike Price: As provided in Annex B to this Confirmation. Premium: As provided in Annex B to this Confirmation. Premium Payment Date: The Effective Date. Exchange: The New York Stock Exchange. Related Exchanges: All Exchanges. Calculation Agent: D

EX-10.3 8 d352281dex103.htm BASE WARRANT TRANSACTION CONFIRMATION, DATED AS OF MAY 10, 2012 Exhibit 10.3 Deutsche Bank Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 DATE: May 10, 2012 TO: Medicis Pharmaceutical Corporation 7720 North Dobso

2 Convertible Notes: 1.375% Convertible Senior Notes of Counterparty due 2017, offered pursuant to a Prospectus to be dated as of May 10, 2012, as supplemented by a Prospectus Supplement dated as of May 10, 2012, and to be issued pursuant to an inden

Additional Note Hedge Transaction Confirmation, dated as of May 11, 2012 Exhibit 10.

JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Office 1111 Polaris Parkway, Columbus, Ohio 43271 Registered as a branch in England & Wales branch No. BR000746 Registered

EX-10.4 9 d352281dex104.htm BASE WARRANT TRANSACTION CONFIRMATION, DATED AS OF MAY 10, 2012 Exhibit 10.4 JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England DATE: May 10, 2012 TO: Medicis Pharmaceutical Corporation 7720 North Dobson Road Scottsdale, Arizona 85256 ATTENTION: Richard D. Peterson FACSIMILE: (480) 291-8847 FROM: JPMorgan Chase Bank, Na

MEDICIS PHARMACEUTICAL CORPORATION FIRST SUPPLEMENTAL INDENTURE Dated as of May 16, 2012 Dated as of May 16, 2012 Deutsche Bank Trust Company Americas 1.375% Convertible Senior Notes due 2017 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 SECTION 1.0

EX-4.2 4 d352281dex42.htm FIRST SUPPLEMENTAL INDENTURE Exhibit 4.2 EXECUTION VERSION MEDICIS PHARMACEUTICAL CORPORATION FIRST SUPPLEMENTAL INDENTURE Dated as of May 16, 2012 to INDENTURE Dated as of May 16, 2012 Deutsche Bank Trust Company Americas Trustee 1.375% Convertible Senior Notes due 2017 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 SECTION 1.01. DEFINITIONS 2 SECTION 1.02. REFERENCES TO

JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Office 1111 Polaris Parkway, Columbus, Ohio 43271 Registered as a branch in England & Wales branch No. BR000746 Registered

EX-10.8 13 d352281dex108.htm ADDITIONAL WARRANT TRANSACTION CONFIRMATION, DATED AS OF MAY 11, 2012 Exhibit 10.8 JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England DATE: May 11, 2012 TO: Medicis Pharmaceutical Corporation 7720 North Dobson Road Scottsdale, Arizona 85256 ATTENTION: Richard D. Peterson FACSIMILE: (480) 291-8847 FROM: JPMorgan Chase B

MEDICIS PHARMACEUTICAL CORPORATION Dated as of May 16, 2012 Deutsche Bank Trust Company Americas TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. I

EX-4.1 3 d352281dex41.htm INDENTURE Exhibit 4.1 MEDICIS PHARMACEUTICAL CORPORATION INDENTURE Dated as of May 16, 2012 Deutsche Bank Trust Company Americas Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Constructio

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Title of Each Class of Securities to be Registered

Prospectus Supplement Table of Contents As filed pursuant to Rule 424(b)(2) Registration No.

Medicis Pharmaceutical Corporation 1.375% Convertible Senior Notes due 2017

Free Writing Prospectus PRICING TERM SHEET Issuer Free Writing Prospectus Dated May 10, 2012 Filed Pursuant to Rule 433 Registration Statement No.

MEDICIS ANNOUNCES PRICING OF $450 MILLION OF CONVERTIBLE NOTES

Free Writing Prospectus Issuer Free Writing Prospectus dated May 11, 2012 Filed Pursuant to Rule 433 Registration Statement No.

- AMENDMENT NO. 2 TO SCHEDULE TO

Amendment No. 2 to Schedule TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) MEDICIS PHARMACEUTICAL CORPORATION (Name of Subject Company (Issuer)) Medicis Pharmaceutical Corporation (Name of Filing Person (Offeror)) 2.5% Contingent Convertible Senior Notes due 20

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MEDICIS ANNOUNCES PRICING OF $450 MILLION OF CONVERTIBLE NOTES

Press Release dated May 11, 2012 Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE CONTACT: Kara Stancell (media) (480) 291-5454 Sean Andrews (investors) (480) 291-5854 7720 N. Dobson Road Scottsdale, AZ 85256 (602) 808-8800 MEDICIS ANNOUNCES PRICING OF $450 MILLION OF CONVERTIBLE NOTES SCOTTSDALE, Ariz.—May 11, 2012—Medicis (NYSE: MRX; the “Company”) today announced the pricing of its public offering of $4

- FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on May 10, 2012 Registration No.

Unaudited pro forma condensed combined financial statement

Exhibit 99.1 Unaudited pro forma condensed combined financial statement On December 2, 2011, Medicis Pharmaceutical Corporation (“Medicis”), completed its asset acquisition pursuant to an Asset Purchase Agreement, dated as of November 18, 2011 (the “Purchase Agreement”), with Graceway Pharmaceuticals, LLC (“Graceway”) and certain of its subsidiaries (collectively, the “Sellers”). Graceway filed fo

MEDICIS ANNOUNCES OFFERING OF $400 MILLION OF CONVERTIBLE NOTES

Free Writing Prospectus Issuer Free Writing Prospectus dated May 10, 2012 Filed Pursuant to Rule 433 Registration Statement No.

MEDICIS ANNOUNCES OFFERING OF $400 MILLION OF CONVERTIBLE NOTES

Press Release dated May 10, 2012. Exhibit 99.1 CONTACT: Kara Stancell (media) (480) 291-5454 Sean Andrews (investors) (480) 291-5854 7720 N. Dobson Road Scottsdale, AZ 85256 (602) 808-8800 MEDICIS ANNOUNCES OFFERING OF $400 MILLION OF CONVERTIBLE NOTES SCOTTSDALE, Ariz.—May 10, 2012—Medicis (NYSE: MRX; the “Company”) today announced that it intends, subject to market and other conditions, to offer

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State or other jurisdictions of incorporation) (Co

MEDICIS PHARMACEUTICAL CORPORATION Dated as of , 20 Deutsche Bank Trust Company Americas TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorpora

Form of Indenture Exhibit 4.3 MEDICIS PHARMACEUTICAL CORPORATION INDENTURE Dated as of , 20 Deutsche Bank Trust Company Americas Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURI

Subject to Completion, Dated May 10, 2012

Preliminary Prospectus Supplement Table of Contents As filed pursuant to Rule 424(b)(2) Registration No.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Years Ended December 31, Three Months Ended March 31, 2012 2007 2008 2009 2010 2011 EARNINGS: Income from continuing operations before income tax expense $ 118,980 $ 83,464 $ 165,895 $

Statement Regarding the Computation of Ratio of Earnings Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Years Ended December 31, Three Months Ended March 31, 2012 2007 2008 2009 2010 2011 EARNINGS: Income from continuing operations before income tax expense $ 118,980 $ 83,464 $ 165,895 $ 249,024 $ 183,158 $ 10,016 Add: Fixed charges 11,839 9,431 6,510 6,276 6,586 1,5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 Exhibit 25.

- AMENDMENT NO. 1 TO SCHEDULE TO

Amendment No. 1 to Schedule TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MEDICIS PHARMACEUTICAL CORPORATION (Name of Subject Company (Issuer)) Medicis Pharmaceutical Corporation (Name of Filing Person (Offeror)) 2.5% Contingent Convertible Senior Notes due 20

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2012 Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commissi

AMENDED AND RESTATED COLLABORATION AGREEMENT by and between UCYCLYD PHARMA, INC. HYPERION THERAPEUTICS, INC. March 22, 2012

EX-10.3 4 d348533dex103.htm AMENDED AND RESTATED COLLABORATION AGREEMENT Exhibit 10.3 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXECUTION COPY AMENDED AND RESTATED COLLA

AMENDMENT NO. 1 TO LICENSE AND SETTLEMENT AGREEMENT

Amendment No. 1 to License and Settlement Agreement Exhibit 10.1 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDMENT NO. 1 TO LICENSE AND SETTLEMENT AGREEMENT THIS AMEND

7720 N. Dobson Road, Scottsdale, AZ 85256 602.808.8800 Fax: 602.808.0822

Letter Agreement Exhibit 10.2 March 16, 2012 Ipsen Biopharm Ltd. Attention: Company Secretary 190 Bath Road Slough, Berkshire SL1 3XE United Kingdom Re: Termination of Japan Distribution Rights under Development and Distribution Agreement Dear Company Secretary: This letter is written in connection with the Development and Distribution Agreement dated March 17, 2006 between Ipsen Biopharm Ltd. (fo

Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14471 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 52-1574808 (State or other jurisdiction of (I.

MEDICIS REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS

EX-99.1 2 d349181dex991.htm PRESS RELEASE DATED MAY 8, 2012 Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE CONTACT: 7720 N. Dobson Road Kara Stancell (media) Scottsdale, AZ 85256 (480) 291-5454 (602) 808-8800 Sean Andrews (investors) www.Medicis.com (480) 291-5854 MEDICIS REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS SCOTTSDALE, Ariz.—May 8, 2012— First Quarter 2012 Highlights • Revenues of approximately

COMPANY NOTICE TO HOLDERS OF 2.5% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2032 ISSUED BY MEDICIS PHARMACEUTICAL CORPORATION CUSIP Number: 58470KAA2

Company Notice to Holders of 2.5% Contingent Convertible Senior Notes due 2032 Table of Contents Exhibit 99(a)(1)(A) COMPANY NOTICE TO HOLDERS OF 2.5% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2032 ISSUED BY MEDICIS PHARMACEUTICAL CORPORATION CUSIP Number: 58470KAA2 Reference is made to the Indenture, dated as of June 4, 2002 (the “Indenture”), between Medicis Pharmaceutical Corporation, a Delaware

- SCHEDULE TO

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MEDICIS PHARMACEUTICAL CORPORATION (Name of Subject Company (Issuer)) Medicis Pharmaceutical Corporation (Name of Filing Person (Offeror)) 2.

THEN the payment is exempt for . . .

Form W-9 Exhibit (a)(1)(B) Form W-9 (Rev. December 2011) Request for Taxpayer Identification Number and Certification Department of the Treasury Internal Revenue Service Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Name (as shown on your income tax return) Business name/disregarded entity name, if different from above Check appropriate box

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 27, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission Fil

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 20, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State or other jurisdiction of incorpor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 28, 2012 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission

SUBSIDIARIES Subsidiary Incorporated In Percentage Owned Medicis, The Dermatology Company Delaware 100 % Dermavest, Inc. Nevada 100 % Medicis Global Services Corporation Delaware 100 % Medicis Canada Ltd. Canada 100 % Ucyclyd Pharma, Inc. Maryland 10

Subsidiaries EXHIBIT 21.1 SUBSIDIARIES Subsidiary Incorporated In Percentage Owned Medicis, The Dermatology Company Delaware 100 % Dermavest, Inc. Nevada 100 % Medicis Global Services Corporation Delaware 100 % Medicis Canada Ltd. Canada 100 % Ucyclyd Pharma, Inc. Maryland 100 % Medicis Aesthetics Inc. Delaware 100 % Dermavest Swedish Holdings AB Sweden 100 % HA North American Sales AB Sweden 100

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Years Ended December 31, 2007 2008 2009 2010 2011 EARNINGS: Income from continuing operations before income tax expense $ 118,980 $ 83,464 $ 165,895 $ 249,024 $ 183,158 Add: Fixed charg

Computation of Ratios of Earnings to Fixed Charges Exhibit 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Years Ended December 31, 2007 2008 2009 2010 2011 EARNINGS: Income from continuing operations before income tax expense $ 118,980 $ 83,464 $ 165,895 $ 249,024 $ 183,158 Add: Fixed charges 11,839 9,431 6,510 6,276 6,586 Earnings as defined $ 130,819 $ 92,895 $ 172,405 $ 255

Annual Report - FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MEDICIS REPORTS FOURTH QUARTER AND YEAR-END 2011 FINANCIAL RESULTS COMPANY INCREASES QUARTERLY CASH DIVIDEND TO $0.10 PER SHARE

Exhibit 99.1 CONTACT: Kara Stancell (media) (480) 291-5454 Sean Andrews (investors) (480) 291-5854 7720 N. Dobson Road Scottsdale, AZ 85256 (602) 808-8800 www.Medicis.com MEDICIS REPORTS FOURTH QUARTER AND YEAR-END 2011 FINANCIAL RESULTS COMPANY INCREASES QUARTERLY CASH DIVIDEND TO $0.10 PER SHARE SCOTTSDALE, Ariz.—February 27, 2012— Fourth Quarter 2011 Highlights • Revenues of approximately $181

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GRACEWAY PHARMA HOLDING CORP. AND SUBSIDIARIES (Formerly GRACEWAY HOLDINGS, LLC AND SUBSIDIARIES) Unaudited Condensed Consolidated Financial Statements September 30, 2011 GRACEWAY PHARMA HOLDING CORP. AND SUBSIDIARIES (Formerly GRACEWAY HOLDINGS, LLC

Unaudited Condensed Consolidated Financial Statements Exhibit 99.2 GRACEWAY PHARMA HOLDING CORP. AND SUBSIDIARIES (Formerly GRACEWAY HOLDINGS, LLC AND SUBSIDIARIES) Unaudited Condensed Consolidated Financial Statements September 30, 2011 GRACEWAY PHARMA HOLDING CORP. AND SUBSIDIARIES (Formerly GRACEWAY HOLDINGS, LLC AND SUBSIDIARIES) Table of Contents (Unaudited) Page Condensed Consolidated Balanc

GRACEWAY PHARMA HOLDING CORP. AND SUBSIDIARIES (Formerly GRACEWAY HOLDINGS, LLC AND SUBSIDIARIES) Consolidated Financial Statements December 31, 2010 (With Independent Auditors’ Report Thereon) GRACEWAY PHARMA HOLDING CORP. AND SUBSIDIARIES (Formerly

Audited consolidated financial statements of Graceway Pharma Holding Corp Exhibit 99.

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A

Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 2, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State or other jurisdiction of in

Unaudited pro forma condensed combined financial statements

Unaudited pro forma condensed combined financial informaton Exhibit 99.3 Unaudited pro forma condensed combined financial statements On December 2, 2011, Medicis Pharmaceutical Corporation (“Medicis”), completed its asset acquisition pursuant to an Asset Purchase Agreement, dated as of November 18, 2011 (the “Purchase Agreement”), with Graceway Pharmaceuticals, LLC (“Graceway”) and certain of its

MRX / Medicis Pharmaceutical Corp / Visium Asset Management, LP - AMENDMENT NO. 1 Passive Investment

Amendment No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Medicis Pharmaceutical Corporation (Name of Issuer) COMMON STOCK, $.001 PER SHARE (Title of Class of Securities) 584690309 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

MRX / Medicis Pharmaceutical Corp / VANGUARD GROUP INC Passive Investment

medicispahrmaceuticalcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Medicis Pharmaceutical Corp Title of Class of Securities: Common Stock CUSIP Number: 584690309 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d264704d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 2, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State or other j

ASSET PURCHASE AGREEMENT DATED AS OF NOVEMBER 18, 2011 BY AND BETWEEN MEDICIS PHARMACEUTICAL CORPORATION GRACEWAY PHARMACEUTICALS, LLC THE OTHER PARTIES SIGNATORY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section

EX-10.1 2 d259651dex101.htm ASSET PURCHASE AGREEMENT Exhibit 10.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT DATED AS OF NOVEMBER 18, 2011 BY AND BETWEEN MEDICIS PHARMACEUTICAL CORPORATION AND GRACEWAY PHARMACEUTICALS, LLC AND THE OTHER PARTIES SIGNATORY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitions and Interpretive Matters 12 ARTICLE

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 18, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State or other jurisdiction of incorporation)

AMENDMENT NO. 1 TO THE MEDICIS PHARMACEUTICAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.5 AMENDMENT NO. 1 TO THE MEDICIS PHARMACEUTICAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This Amendment No. 1 (“Amendment”) to the Medicis Pharmaceutical Corporation Supplemental Executive Retirement Plan (the “Plan”) is adopted by Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), as of October 6, 2011, with an effective date of June 1, 2011. RECITALS

LICENSE AND SETTLEMENT AGREEMENT

EX-10.1 2 d253987dex101.htm LICENSE AND SETTLEMENT AGREEMENT, DATED AS OF JULY 21, 2011 Exhibit 10.1 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AND SETTLEMENT AGR

LICENSE AND SETTLEMENT AGREEMENT

EX-10.3 4 d253987dex103.htm LICENSE AND SETTLEMENT AGREEMENT, DATED AS OF SEPTEMBER 6, 2011 Exhibit 10.3 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AND SETTLEMENT

STOCK PURCHASE AGREEMENT by and between MEDICIS PHARMACEUTICAL CORPORATION (“Seller”) SOLTA MEDICAL, INC. (“Buyer”) dated as of September 12, 2011 Table of Contents Page ARTICLE 1 DEFINITIONS AND REFERENCES 2 ARTICLE 2 PURCHASE AND SALE OF THE SHARES

Exhibit 10.4 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Execution Version STOCK PURCHASE AGREEMENT by and between MEDICIS PHARMACEUTICAL CORPORATION (“Seller”) and SOLTA

LICENSE AND SETTLEMENT AGREEMENT

EX-10.2 3 d253987dex102.htm LICENSE AND SETTLEMENT AGREEMENT, DATED AS OF AUGUST 4, 2011 Exhibit 10.2 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AND SETTLEMENT AG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14471 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 52-1574808 (State or other jurisdiction of (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 8, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Com

MEDICIS REPORTS THIRD QUARTER 2011 RESULTS

EX-99.1 2 d251797dex991.htm PRESS RELEASE DATED NOVEMBER 8, 2011 Exhibit 99.1 MEDICIS REPORTS THIRD QUARTER 2011 RESULTS SCOTTSDALE, Ariz.—November 8, 2011—Medicis (NYSE:MRX) today announced revenues of approximately $184.7 million for the three months ended September 30, 2011, compared to revenues of approximately $177.1 million for the three months ended September 30, 2010, which represents an i

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-14471 52-1574808 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Unaudited pro forma condensed consolidated financial statements

Exhibit 99.1 Unaudited pro forma condensed consolidated financial statements On November 1, 2011, Medicis Pharmaceutical Corporation (“Medicis” or the “Company”) closed its sale of all issued and outstanding shares of common stock of Medicis Technologies Corporation (f/k/a LipoSonix, Inc.) (“LipoSonix”) to Solta Medical, Inc., a Delaware corporation (“Solta”), pursuant to the previously announced

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 13, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Num

As filed with the Securities and Exchange Commission on September 16, 2011

As filed with the Securities and Exchange Commission on September 16, 2011 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-14471 MEDICIS PHARMACEUTICAL CORPORATION 401(k) PLAN (Exact name of regi

As filed with the Securities and Exchange Commission on September 16, 2011

As filed with the Securities and Exchange Commission on September 16, 2011 Registration No.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 12, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-157

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 17, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number)

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number)

MEDICIS 2006 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE

Exhibit 10.4 MEDICIS 2006 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), pursuant to the its 2006 Incentive Award Plan attached hereto as Exhibit C (the “Plan”), hereby grants to the individual listed below (the “Participant”), an option to purchase the number of shares of the Company’s Class A common stock, par value $0.0

MEDICIS PHARMACEUTICAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective as of June 1, 2011

Exhibit 10.1 MEDICIS PHARMACEUTICAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective as of June 1, 2011 TABLE OF CONTENTS Page Article I. PURPOSE 1 Article II. DEFINITIONS 1 Article III. EFFECTIVE DATE 4 Article IV. ELIGIBILITY AND VESTING 5 Article V. RETIREMENT BENEFITS 5 Article VI. PAYMENT OF RETIREMENT BENEFITS 7 Article VII. FUNDING 10 Article VIII. PLAN ADMINISTRATION 10 Article

FORM OF AMENDMENT TO STOCK OPTION AWARD AGREEMENT (THE “AMENDMENT”)

Exhibit 10.5 FORM OF AMENDMENT TO STOCK OPTION AWARD AGREEMENT (THE “AMENDMENT”) The stock option (the “Option”) is herby amended to permit the holder of the Option (the “Holder”), in addition to the payment methods otherwise permitted to the Holder under the applicable equity plan and stock option agreement, to elect to pay (i) the aggregate exercise price of the Option and (ii) if the Holder is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14471 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 52-1574808 (State or other jurisdiction of incorporation or organization) (I.

AMENDMENT NO. 1 TO THE MEDICIS 1995 STOCK OPTION PLAN

Exhibit 10.7 AMENDMENT NO. 1 TO THE MEDICIS 1995 STOCK OPTION PLAN This Amendment No. 1 (“Amendment”) to the Medicis 1995 Stock Option Plan, as amended (the “Plan”), is adopted by Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), as of June 29, 2011. RECITALS A. The Board of Directors of the Company (the “Board”) deems it advisable and in the best interest of the Company

As filed with the Securities and Exchange Commission on August 9, 2011

Table of Contents As filed with the Securities and Exchange Commission on August 9, 2011 Registration No.

AMENDMENT NO. 2 TO THE MEDICIS 1996 STOCK OPTION PLAN

Exhibit 10.8 AMENDMENT NO. 2 TO THE MEDICIS 1996 STOCK OPTION PLAN This Amendment No. 2 (“Amendment”) to the Medicis 1996 Stock Option Plan, as amended (the “Plan”), is adopted by Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), as of June 29, 2011. RECITALS A. The Board of Directors of the Company (the “Board”) deems it advisable and in the best interest of the Company

AMENDMENT NO. 3 TO THE MEDICIS 1998 STOCK OPTION PLAN

Exhibit 10.9 AMENDMENT NO. 3 TO THE MEDICIS 1998 STOCK OPTION PLAN This Amendment No. 3 (“Amendment”) to the Medicis 1998 Stock Option Plan, as amended (the “Plan”), is adopted by Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), as of June 29, 2011. RECITALS A. The Board of Directors of the Company (the “Board”) deems it advisable and in the best interest of the Company

AMENDMENT NO. 1 TO THE MEDICIS 1992 STOCK OPTION PLAN

Exhibit 10.6 AMENDMENT NO. 1 TO THE MEDICIS 1992 STOCK OPTION PLAN This Amendment No. 1 (“Amendment”) to the Medicis 1992 Stock Option Plan (the “Plan”), is adopted by Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), as of June 29, 2011. RECITALS A. The Board of Directors of the Company (the “Board”) deems it advisable and in the best interest of the Company and its stoc

EMPLOYMENT AGREEMENT

exv10w2 Exhibit 10.2 EXECUTION COPY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 24th day of June, 2011 between MEDICIS PHARMACEUTICAL CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”) with offices located at 7720 North Dobson Road, Scottsdale, Arizona and Jonah Shacknai (the “Executive”) with an address of 7720 Nort

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File

MEDICIS REPORTS SECOND QUARTER 2011 RESULTS COMPANY ANNOUNCES STOCK REPURCHASE PLAN UP TO $200 MILLION

Exhibit 99.1 CONTACT: 7720 N. Dobson Road Kara Stancell (media) Scottsdale, AZ 85256 (480) 291-5454 (602) 808-8800 Sean Andrews (investors) www.Medicis.com (480) 291-5854 MEDICIS REPORTS SECOND QUARTER 2011 RESULTS COMPANY ANNOUNCES STOCK REPURCHASE PLAN UP TO $200 MILLION SCOTTSDALE, Ariz.—August 8, 2011—Medicis (NYSE:MRX) today announced revenues of approximately $190.8 million for the three mon

Entry into a Material Definitive Agreement, Other Events

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 21, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2008 o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file Number 001-14471 MEDICIS PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2007 TRANSITION REPORT PURSUANT TO SECTION 15

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2007 TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file Number 001-14471 MEDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file Number 001-14471

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file Number 001-14471 ME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F þ Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: December 31, 2010 o Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F þ Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: December 31, 2010 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 24, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number)

ACCOUNTANT’S STATEMENT PURSUANT TO RULE 12B-25(c) June 30, 2011

Exhibit 99.1 ACCOUNTANT’S STATEMENT PURSUANT TO RULE 12B-25(c) June 30, 2011 Medicis Pharmaceutical Corporation 401(k) Plan c/o Medicis Pharmaceutical Corporation 7720 North Dobson Road Scottsdale, Arizona 85256 Ladies and Gentlemen: We have identified an issue relating to our independence as auditors of the Medicis Pharmaceutical Corporation 401(k) Plan. Accordingly, we need additional time to co

Other Events

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 6, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 25, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 17, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808 (

SETTLEMENT AGREEMENT

EX-10.1 2 p18862exv10w1.htm EX-10.1 Exhibit 10.1 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (this “Agreement”) dated as of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14471 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 52-1574808 (State or other jurisdiction of incorporation or organization) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 5, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commissi

MEDICIS REPORTS FIRST QUARTER 2011 RESULTS

EX-99.1 2 p18854exv99w1.htm EX-99.1 Exhibit 99.1 CONTACT: 7720 N. Dobson Road Kara Stancell (media) Scottsdale, AZ 85256 (480) 291-5454 Sean Andrews (investors) (602) 808-8800 www.Medicis.com (480) 291-5854 MEDICIS REPORTS FIRST QUARTER 2011 RESULTS SCOTTSDALE, Ariz.—May 5, 2011—Medicis (NYSE:MRX) today announced revenues of approximately $164.9 million for the three months ended March 31, 2011, c

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 5, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 30, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* Medicis Pharmaceutical Corporation (Name of Issuer) COMMON STOCK, $.001 PER SHARE (Title of Class of Securities) (CUSIP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* Medicis Pharmaceutical Corporation (Name of Issuer) COMMON STOCK, $.001 PER SHARE (Title of Class of Securities) 584690309 (CUSIP Number) March 11, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 1, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808

SUBSIDIARIES Percentage Subsidiary Incorporated In Owned Medicis, The Dermatology Company Delaware 100 % Dermavest, Inc. Nevada 100 % Medicis Global Services Corporation Delaware 100 % Medicis Canada Ltd. Canada 100 % Ucyclyd Pharma, Inc. Maryland 10

exv21w1 EXHIBIT 21.1 SUBSIDIARIES Percentage Subsidiary Incorporated In Owned Medicis, The Dermatology Company Delaware 100 % Dermavest, Inc. Nevada 100 % Medicis Global Services Corporation Delaware 100 % Medicis Canada Ltd. Canada 100 % Ucyclyd Pharma, Inc. Maryland 100 % Medicis Aesthetics Inc. Delaware 100 % Dermavest Swedish Holdings AB Sweden 100 % HA North American Sales AB Sweden 100 % Med

SETTLEMENT AGREEMENT

EX-10.73 3 p18666exv10w73.htm EX-10.73 Exhibit 10.73 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SETTLEMENT AGREEMENT This Settlement Agreement (the “Agreement”) is made a

7720 N. Dobson Road, Scottsdale, AZ 85256 602-808-8800 Fax: 602-808-0822 www.medicis.com NYSE Symbol: MRX

Exhibit 10.36 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. January 20, 2011 Maria Carell CEO Q-MED AB (publ) Seminariegatan 21 SE-752 28 Uppsala, Sweden Re: Expansion of Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010. Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-14471 MEDIC

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Years Ended December 31, 2006 2007 2008 2009 2010 EARNINGS: Income (loss) before income tax expense $ (72,722 ) $ 118,980 $ 42,406 $ 135,590 $ 206,828 Add: Fixed charges 12,133 11,839 9

exv12 Exhibit 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Years Ended December 31, 2006 2007 2008 2009 2010 EARNINGS: Income (loss) before income tax expense $ (72,722 ) $ 118,980 $ 42,406 $ 135,590 $ 206,828 Add: Fixed charges 12,133 11,839 9,546 6,694 6,446 Earnings as defined $ (60,589 ) $ 130,819 $ 51,952 $ 142,284 $ 213,274 FIXED CHARGES: Interest expense $ 8,488 $ 8,495 $ 6,008 $ 4,228 $ 4,236 Amortization of deferred financing fees 2,152 1,523 666 — — Interest expense as reported 10,640 10,018 6,674 4,228 4,236 Portion of rent expense as interest 1,493 1,821 2,872 2,466 2,210 Fixed charges as defined $ 12,133 $ 11,839 $ 9,546 $ 6,694 $ 6,446 Ratio of earnings to fixed charges (5.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 24, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574

MEDICIS REPORTS FOURTH QUARTER AND YEAR-END 2010 RESULTS LIPOSONIX™ AND BUSINESS DEVELOPMENT UPDATES

EX-99.1 2 p18676exv99w1.htm EX-99.1 Exhibit 99.1 CONTACT: Kara Stancell (media) 7720 N. Dobson Road (480) 291-5454 Scottsdale, AZ 85256 Sean Andrews (investors) (602) 808-8800 (480) 291-5854 www.Medicis.com MEDICIS REPORTS FOURTH QUARTER AND YEAR-END 2010 RESULTS LIPOSONIX™ AND BUSINESS DEVELOPMENT UPDATES SCOTTSDALE, Ariz.—February 25, 2011— 2010 Financial Highlights • Revenues increased approxim

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 9, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-15748

AMENDMENT NO. 6 TO THE MEDICIS 2006 INCENTIVE AWARD PLAN

Exhibit 10.1 AMENDMENT NO. 6 TO THE MEDICIS 2006 INCENTIVE AWARD PLAN This Amendment No. 6 (“Amendment”) to the Medicis 2006 Incentive Award Plan, as amended (the “Plan”), is adopted by Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), as of February 10, 2011. RECITALS A. The Stock Option and Compensation Committee (the “Committee”) of the Board of Directors of the Compan

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 24, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) Identification Number) 001-14471 (Commissio

MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 January 21, 2011

MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 January 21, 2011 Via EDGAR and Overnight Delivery Jim B.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 10, 2011 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-15748

Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Riyadh Frankfurt Rome Hamburg San Diego Hong Kong San Francisco Houston Shanghai London Silicon Valley Los Angeles Singapore Madrid Tokyo Mi

January 7, 2011 VIA EDGAR CORRESPONDENCE James Peklenk Staff Accountant United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 27, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Numb

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 13, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 3, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14471 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 52-1574808 (State or other jurisdiction of (I.

LICENSE AGREEMENT

EX-10.2 3 p18194exv10w2.htm EX-10.2 Exhibit 10.2 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) dated as of July 2

LICENSE AND SETTLEMENT AGREEMENT

EX-10.3 4 p18194exv10w3.htm EX-10.3 Exhibit 10.3 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AND SETTLEMENT AGREEMENT THIS LICENSE AND SETTLEMENT AGREEMENT (this “

SETTLEMENT AGREEMENT

EX-10.1 2 p18194exv10w1.htm EX-10.1 Exhibit 10.1 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SETTLEMENT AGREEMENT This Settlement Agreement (the “Agreement”) is made and e

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Numbe

MEDICIS REPORTS THIRD QUARTER 2010 FINANCIAL RESULTS

EX-99.1 2 p18303exv99w1.htm EX-99.1 Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE CONTACT: 7720 N. Dobson Road Kara Stancell (media) Scottsdale, AZ 85256 Sean Andrews (investors) (602) 808-8800 (480) 291-5854 www.Medicis.com MEDICIS REPORTS THIRD QUARTER 2010 FINANCIAL RESULTS SCOTTSDALE, Ariz.—November 4, 2010—Medicis (NYSE:MRX) today announced revenues of approximately $177.3 million for the three mon

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 26, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 15, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceu

e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 15, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 21, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-157

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 17, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-157

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 30, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number

MEDICIS ANNOUNCES APPROVAL OF ADDITIONAL STRENGTHS OF SOLODYN® THREE NEW STRENGTHS PROVIDE GREATER SOLODYN DOSING PRECISION

Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE CONTACT: 7720 N. Dobson Road Kara Stancell (media) Scottsdale, AZ 85256 Sean Andrews (investors) (602) 808-8800 (480) 291-5854 www.Medicis.com MEDICIS ANNOUNCES APPROVAL OF ADDITIONAL STRENGTHS OF SOLODYN® THREE NEW STRENGTHS PROVIDE GREATER SOLODYN DOSING PRECISION SCOTTSDALE, Ariz.—August 30, 2010—Medicis (NYSE:MRX) today announced that the U.S. Food and D

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 19, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number

SETTLEMENT AGREEMENT AND RELEASE

EX-10.2 3 p18000exv10w2.htm EX-10.2 Exhibit 10.2 SETTLEMENT AGREEMENT AND RELEASE The parties to this Settlement Agreement and Release (the “Agreement” or the “Release”) are Joseph P. Cooper (“Executive”) and Medicis Pharmaceutical Corporation (the “Company”). RECITALS A. Executive is currently employed by the Company as its Executive Vice President, Corporate and Product Development. Effective De

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.5 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Medicis Pharmaceutical Corporation (the “Company”) and Mark A. Prygocki (the “Executive”) entered into an Amended and Restated Employment Agreement (the “Agreement”) effective as of December 22, 2008. The Company and Executive wish to amend the Agreement to modify the description of the Executive’s position and duties and to

LICENSE AND SETTLEMENT AGREEMENT

EX-10.1 2 p18000exv10w1.htm EX-10.1 Exhibit 10.1 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AND SETTLEMENT AGREEMENT THIS LICENSE AND SETTLEMENT AGREEMENT (this “

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.4 5 p18000exv10w4.htm EX-10.4 Exhibit 10.4 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Medicis Pharmaceutical Corporation (the “Company”) and Richard D. Peterson (the “Executive”) entered into an Employment Agreement (the “Agreement’) effective December 22, 2008. The Company and Executive wish to amend the Agreement to modify the Executive’s salary to reflect the Executive’s additional responsib

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.3 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Medicis Pharmaceutical Corporation (the “Company”) and Jason D. Hanson (the “Executive”) entered into an Amended and Restated Employment Agreement (the “Agreement”) effective as of December 22, 2008. The Company and Executive wish to amend the Agreement to modify the description of the Executive’s position and duties and to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14471 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 52-1574808 (State or other jurisdiction of incorporation or organization) (I.

MEDICIS REPORTS SECOND QUARTER 2010 FINANCIAL RESULTS

EX-99.1 2 p18016exv99w1.htm EX-99.1 Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE CONTACT: 7720 N. Dobson Road Kara Stancell (media) Scottsdale, AZ 85256 Sean Andrews (investors) (602) 808-8800 (480) 291-5854 www.Medicis.com MEDICIS REPORTS SECOND QUARTER 2010 FINANCIAL RESULTS SCOTTSDALE, Ariz.—August 5, 2010—Medicis (NYSE:MRX) today announced revenues of approximately $174.0 million for the three mont

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 5, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 28, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number)

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 22, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808

MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 July 22, 2010

MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 July 22, 2010 Via EDGAR and Overnight Delivery Jeffrey P.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 20, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) Identification Number) 001-14471 (Commission F

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 8, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808 (

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 1, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 15

e11vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file Number 001-14471 MEDICIS PHARMACE

MEDICIS ANNOUNCES ORGANIZATIONAL CHANGES

EX-99.1 3 p17845exv99w1.htm EX-99.1 NEWS CONTACT: 7720 N. Dobson Road Kara Stancell (media) Scottsdale, AZ 85256 Sean Andrews (investors) (602) 808-8800 (480) 291-5854 www.Medicis.com MEDICIS ANNOUNCES ORGANIZATIONAL CHANGES SCOTTSDALE, Ariz.—June 18, 2010—Medicis (NYSE:MRX) today announced several organizational changes and promotions which are designed to position the Company for future growth a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 14, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808

AMENDED AND RESTATED BY-LAWS OF MEDICIS PHARMACEUTICAL CORPORATION ARTICLE I

EX-3.1 2 p17845exv3w1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF MEDICIS PHARMACEUTICAL CORPORATION ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 1, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808 (

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 18, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808 (

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 7, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808 (I

MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 May 14, 2010

MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 May 14, 2010 Via EDGAR and Overnight Delivery Jeffrey P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14471 MEDICIS PHARMACEUTICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 52-1574808 (State or other jurisdiction of incorporation or organization) (I.

MEDICIS REPORTS FIRST QUARTER 2010 FINANCIAL RESULTS

Exhibit 99.1 CONTACT: 7720 N. Dobson Road Kara Stancell (media) Scottsdale, AZ 85256 Sean Andrews (investors) (602) 808-8800 (480) 291-5854 www.Medicis.com MEDICIS REPORTS FIRST QUARTER 2010 FINANCIAL RESULTS SCOTTSDALE, Ariz.—May 5, 2010—Medicis (NYSE:MRX) today announced revenues of approximately $166.5 million for the three months ended March 31, 2010, compared to revenues of approximately $99.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 15, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 7, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 2, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defi

MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 March 29, 2010

MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 March 29, 2010 Via EDGAR and Overnight Delivery Jeffrey P.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 17, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-14471 (Commission File Number) 52-1574808

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 2, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 26, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware 001-14471 52-1574808 (State of Incorporation) (Commission File Numb

AMENDED AND RESTATED SETTLEMENT AGREEMENT

EX-10.75 7 p16939exv10w75.htm EX-10.75 Exhibit 10.75 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL AMENDED AND RESTATED SETTLEMENT AGREEMENT THIS AMENDED AND RE

SECOND AMENDMENT TO TRANSITION AGREEMENT DATED JANUARY 28, 2005

Exhibit 10.72 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SECOND AMENDMENT TO TRANSITION AGREEMENT DATED JANUARY 28, 2005 This SECOND AMENDMENT to the Agreement (hereinaft

SUBSIDIARIES Percentage Subsidiary Incorporated In Owned Medicis, The Dermatology Company Delaware 100 % Dermavest, Inc. Nevada 100 % Medicis Global Services Corporation Delaware 100 % Medicis Canada Ltd. Canada 100 % Ucyclyd Pharma, Inc. Maryland 10

exv21w1 EXHIBIT 21.1 SUBSIDIARIES Percentage Subsidiary Incorporated In Owned Medicis, The Dermatology Company Delaware 100 % Dermavest, Inc. Nevada 100 % Medicis Global Services Corporation Delaware 100 % Medicis Canada Ltd. Canada 100 % Ucyclyd Pharma, Inc. Maryland 100 % Medicis Aesthetics Inc. Delaware 100 % Dermavest Swedish Holdings AB Sweden 100 % HA North American Sales AB Sweden 100 % Med

FIRST AMENDMENT TO TRANSITION AGREEMENT DATED JANUARY 28, 2005

Exhibit 10.71 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. FIRST AMENDMENT TO TRANSITION AGREEMENT DATED JANUARY 28, 2005 This FIRST AMENDMENT to the Agreement (hereinafter

MASTER MANUFACTURING AGREEMENT

EX-10.73 5 p16939exv10w73.htm EX-10.73 Exhibit 10.73 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. MASTER MANUFACTURING AGREEMENT This MASTER MANUFACTURING AGREEMENT (the “A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2009. Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-14471 MEDICIS PHAR

TRANSITION AGREEMENT

EX-10.70 2 p16939exv10w70.htm EX-10.70 Exhibit 10.70 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. TRANSITION AGREEMENT This Transition Agreement (this “Agreement”) is enter

LICENSE AND SETTLEMENT AGREEMENT

EX-10.74 6 p16939exv10w74.htm EX-10.74 Exhibit 10.74 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL LICENSE AND SETTLEMENT AGREEMENT THIS LICENSE AND SETTLEMENT

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Fiscal Six Months Year Ended Ended Years Ended June 30, December 31, December 31, 2005 2005 2006 2007 2008 2009 EARNINGS: Income (loss) before income tax expense $ 89,425 $ 81,617 $ (72

exv12 Exhibit 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Fiscal Six Months Year Ended Ended Years Ended June 30, December 31, December 31, 2005 2005 2006 2007 2008 2009 EARNINGS: Income (loss) before income tax expense $ 89,425 $ 81,617 $ (72,722 ) $ 118,980 $ 42,406 $ 135,590 Add: Fixed charges 12,092 6,084 12,133 11,839 9,546 6,694 Earnings as defined $ 101,517 $ 87,701

MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 February 26, 2010

MEDICIS PHARMACEUTICAL CORPORATION 7720 North Dobson Road Scottsdale, Arizona 85256 February 26, 2010 Via EDGAR and Overnight Delivery Jeffrey P.

MEDICIS REPORTS FOURTH QUARTER AND YEAR-END 2009 FINANCIAL RESULTS RECORD QUARTERLY AND ANNUAL REVENUES AND PROFIT

EX-99.1 2 p16929exv99w1.htm EX-99.1 Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE 7720 N. Dobson Road CONTACT: Scottsdale, AZ 85256 Kara Stancell (media) (602) 808-8800 Sean Andrews (investors) www.Medicis.com (480) 291-5854 MEDICIS REPORTS FOURTH QUARTER AND YEAR-END 2009 FINANCIAL RESULTS RECORD QUARTERLY AND ANNUAL REVENUES AND PROFIT SCOTTSDALE, Ariz.—February 25, 2010— Fourth Quarter 2009 Financial

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 25, 2010 Date of Report (Date of earliest event reported) Medicis Pharmaceutical Corporation (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) Identification Number) 001-14471 (Commissi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Medicis Pharmaceutical Corporation (Name of Issuer) Class A Common Stock, $0.014 par value (Title of Class of Securitie

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Medicis Pharmaceutical Corporation (Name of Issuer) Class A Common Stock, $0.014 par value (Title of Class of Securities) 584690309 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pu

POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934

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