SUPPLEMENTAL AGREEMENT, dated as of October 14, 1994, between ICN Merger Corp., a Delaware corporation ("New ICN"), and E. Gutzwiller& Cie. (the "Principal Conversion Agent"), as principal conversion agent of the 3-1/4% Swiss Franc Subordinated Convertible Bonds due March 25, 1997 (the "Bonds") issued by ICN Pharmaceuticals, Inc. ("ICN") in an aggregate principal amount of SFr. 60,000,000.

WHEREAS, on February 20, 1987, ICN and Fintrelex, SA, as representative of a consortium of Swiss financial institutions (the "Banks") entered into a Public Bond Issue Agreement pursuant to which ICN issued the Bonds and, concurrently therewith, ICN, the Principal Conversion Agent and the Banks entered into a Conversion Agency Agreement (the "Conversion Agency Agreement") pursuant to which the Principal Conversion Agent was appointed as principal conversion agent for the conversion of the Bonds in accordance with the Conversion Provisions attached to the Conversion Agency Agreement (the "Conversion Provisions");

WHEREAS, each Bond is convertible as follows: (i) entirely into shares of common stock, $1.00 par value (the "ICN Common Stock"), of ICN, at a conversion price immediately prior to the Merger (as defined herein) of US $26.1438 per share (the "ICN Conversion Price"), (ii) entirely into bearer shares of stock of CIBA-GEIGY Ltd. (the "CIBA-GEIGY Shares") at a conversion price of SFr. 800 per share (the "CIBA-GEIGY Conversion Price" and, together with the ICN Conversion Price, the "Conversion Prices") or (iii) into a combination of ICN Common Stock and CIBA-GEIGY Shares at the Conversion Prices stated above;

WHEREAS, on the date hereof, Bonds with an aggregate principal amount of SFr. 6,168,000 are outstanding;

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of August 1, 1994 (the "Merger Agreement"), among ICN, SPI Pharmaceuticals, Inc., Viratek, Inc., ICN Biomedicals, Inc. and New ICN, it is intended that ICN and certain of its affiliates will be merged into New ICN (the "Merger");

WHEREAS, New ICN will be the surviving corporation of the Merger, and, upon the effectiveness thereof, New ICN will change its name to ICN Pharmaceuticals, Inc.;

WHEREAS, Section 6 of the Conversion Provisions provides that, in the event of a merger in which ICN is not the surviving corporation, the surviving corporation shall enter into a supplemental agreement with the Principal Conversion Agent which shall (a) provide that the holder of each Bond then outstanding shall have the right to receive thereafter during the period such Bond shall be convertible upon conversion thereof in lieu of each share of ICN Common Stock deliverable upon such conversion immediately prior to such event, only the kind and amount of shares and/or other securities and/or property and/or cash which are receivable, upon such merger by a holder of one share of ICN Common Stock and (b) set forth the ICN Conversion Price for the shares and/or other securities and/or property and/or cash so issue able, which shall be an amount equal to the ICN Conversion Price per share of ICN Common Stock immediately prior to such event; and

WHEREAS, New ICN desires to enter into such supplemental agreement with the Principal Conversion Agent;

NOW THEREFORE, in consideration of the premises herein set forth and in order to comply with Section 6 of the Conversion Agreement, the parties hereto agree as follows:

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