Annual California Written Declaration of Compliance
Audit Committee Charter
California Comprehensive Compliance Program Policy
Code of Business Conduct and Ethics
Compliance Committee Charter
Corporate Governance Guidelines
Employee Development and Retention Committee Charter
Nominating and Governance Committee Charter
Stock Option and Compensation Committee Charter

COMPLIANCE COMMITTEE CHARTER

Purpose

The Compliance Committee (the “Committee”) of the Board of Directors (“Board”) of Medicis Pharmaceutical Corporation (the “Company”) assists the Board in providing oversight and guidance over the Company’s compliance program (the “Compliance Program”) with respect to legal and regulatory compliance. 

In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s bylaws.  The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s sole discretion.  While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board.  To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.

 
Membership

The Committee shall be composed of at least three (3) members of the Board, one of whom shall be designated by the Board as the Chair.

  
Meetings and Procedures

The Committee shall hold at least four (4) regularly scheduled meetings each year.

In discharging its responsibilities, the Committee shall have access to the Chief Compliance Officer, senior management of the Company, and all documents or materials relating to the scope of the Committee’s responsibilities hereunder.  The Committee shall have sole authority to, as it deems appropriate, select, retain and/or replace, as needed, outside advisors to provide independent advice to the Committee.

The Committee shall meet with the General Counsel and Chief Compliance Officer outside the presence of other management at least once a year.

The Committee shall maintain written minutes or other records of its meetings and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee and other members of the Board. The Secretary of the Company shall retain the original signed minutes for filing with the corporate records of the Company.

The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.

  
Responsibilities

The Committee shall be responsible for:

1.                  Assist the Board in its oversight of legal and regulatory compliance (excluding matters of financial compliance which shall be subject to the oversight of the Audit Committee).

2.                  Overseeing the Company’s Compliance Program.

3.                  Review the Company’s compliance policies and practices, and monitor compliance in areas of legal and social responsibility and when appropriate report and make recommendations to the Board with respect to such policies and practices including those involving (i) environmental protection, (ii) clinical research, (iii) research and development, (iv) sales and marketing, (v) product quality, and (vi) the ethical, social and political aspects of pricing decisions.

4.                  Review and approval of a Compliance Program Plan submitted by the Chief Compliance Officer annually.

5.                  Review and approval of any revisions to the Company’s Code of Business Conduct and Ethics annually.

6.                  Review of the resources dedicated to the Compliance Program, including financial and staffing.

7.                  Monitoring the Company’s state of compliance by reviewing any regulatory reports, non-compliance investigation reports and corrective action plans, litigation and significant legislative or regulatory changes.

8.                  Conducting an annual evaluation of the effectiveness of the Committee.

The Committee shall review and reassess the Committee’s charter on a periodic basis and submit any recommended changes to the Board for its consideration.

 
Delegation of Duties

The Committee may delegate its responsibilities under this Charter to a subcommittee comprised of one or more members of the Committee.  The creation of such a subcommittee, as well as its purpose, will be reported to the Board.  The Committee will also carry out such duties that may be delegated to it by the Board.